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Section 1. Purposes. The Griffin-Spalding Partners in Education, Inc. (the "Corporation" or “Partners in Education”) shall be an independent community-based organization, formed exclusively for charitable and educational purposes as such terms are defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and specifically for the purposes of improving the quality of education in the Griffin-Spalding County School System.

Section 2. Power. The Corporation shall have the power, either directly or indirectly, either alone or in conjunction or cooperation with others, to do any and all lawful acts and to engage in any and all lawful activities which may be necessary, useful, suitable, desirable or proper for the furtherance, accomplishment, fostering or attaining of any or all of the purposes for which the Corporation is organized, and to aid or assist other organizations whose activities are such as to accomplish, foster, or attain any of such purposes. The powers of the Corporation shall include, but not be limited to, the acceptance of contributions by entities from both the public and private sectors, whether financial or in-kind contributions, and disbursement of any property of the Corporation. Notwithstanding anything herein to the contrary, the Corporation shall exercise its powers only in furtherance of exempt purposes as such terms are defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

Section 3. Non-Profit Status. The Corporation is not organized for profit, and no part of the net earnings of the Corporation shall inure to the benefit of any member, director, or officer; provided that reasonable compensation may be paid to the Corporation's professional staff for services rendered to and for the Corporation. In the event of the liquidation of the Corporation, whether voluntary or involuntary, no member, director or officer shall be entitled to any distribution or division of the Corporation's property or the proceeds thereof, and upon such liquidation, the balance of all money, assets, and other property of the Corporation, after the payment of all its debts and obligations, shall, pursuant to a resolution of the Corporation or an order of a court of competent jurisdiction in the State of Georgia, be used by or distributed to a restricted trust within the Griffin-Spalding County School System, its successors and/or assigns, the State of Georgia or to one (1) or more organizations which would then qualify under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and which organization(s) will use such property insofar as possible to accomplish the purposes for which the Corporation is constituted.

Section 4. Dissolution. Upon the occurrence of any of terminating event the Corporation shall be dissolved, the assets of the corporation shall be converted into cash, and all such cash shall be applied and distributed in the following manner, and in the following order of priority:

(a) To the payment of the debts and liabilities of the Company and to the expenses of liquidation in the order of priority as provided by law;

(b) To the establishment of, or addition to, any reserves deemed necessary by the Board of Directors, for any contingent or unforeseen liabilities or obligations of the Corporation; provided, however, that any such reserves established hereunder shall be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations, and at the expiration of such period as the Board of Directors deem advisable, of distributing the balance of such reserves in the manner provided hereunder in this section;

(c) To the repayment of any liabilities or debts of the Corporation;

A reasonable time shall be allowed for the orderly liquidation of the Corporation’s assets above in order to minimize the losses normally attendant upon such liquidation. The Corporation shall be terminated when all of its assets have been converted into cash, all promissory notes or other evidence of indebtedness derived by the Corporation from such conversion of its assets or otherwise have been collected or otherwise converted into cash, and all such cash has been applied and distributed in accordance with the provisions of this section.

The establishment of any reserves in accordance herewith shall not have the effect of extending the term of the Corporation, but any such reserves shall be distributed in the manner herein provided upon expiration of the period of such reserve. Upon termination of the Corporation, Articles of Termination shall be executed by the Board of Directors and filed with the Secretary of the State of Georgia.

ARTICLE IIMEMBERSHIP

The Corporation shall have no members.

ARTICLE IIIBOARD OF DIRECTORS

Section 1. Governing Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. Without limiting the generality of the foregoing, the Board of Directors shall be appointed by the Griffin-Spalding County Board of Education, the Griffin Spalding Chamber of Commerce, and the Griffin-Spalding Partners in Education, Inc. as shown in Section III of Article IV. The Board of Directors will elect the officers of the Corporation and shall cause a full report concerning the affairs of the Corporation to be rendered on an annual basis.

Section 2. Number and Qualifications. The Board of Directors shall consist of a minimum of nine (9) and maximum of eighteen (18) individuals three (3) of which shall be appointed by the G-S Board of Education, three (3) by the G-S Chamber of Commerce, and the remainder by the Griffin-Spalding Partners in Education, Inc. Board of Directors. The directors so appointed shall be persons who are interested in improving the quality of education in the Griffin Spalding County School System. In addition to the appointed directors, ex-officio advisory members of the Corporation's Board of Directors shall consist of a minimum the Superintendent, the Assistant Superintendent/CFO, and School and Community Services staff of the Griffin-Spalding County School System; and the Chairman (or chairman’s designee) and the Executive Director of the Griffin Spalding Chamber of Commerce Board of Directors.

Section 3. Appointment and Term of Office. The initial terms of one-third (1/3) of the directors shall expire on June 30, 2013, one-third (1/3) of the directors shall expire on June 30, 2014, and one-third (1/3) of the directors shall expire on June 30, 2015. These termination dates shall be assigned upon appointment. Thereafter, each director shall be appointed to serve a term of three (3) years. The appointment of the Board of Directors shall be by the time of the Annual Meeting, or as soon thereafter as is practicable. Each director shall serve until his or her successor shall take office, or until such director's death, resignation or removal in the manner hereinafter provided. Directors shall be eligible for re-appointment to the Board of Directors.

Section 4. Vacancies. Any vacancy occurring in the Board of Directors may be filled in the manner prescribed in these Bylaws for appointment to the office. A director appointed to fill a vacancy shall be appointed for the unexpired term of such director's predecessor in office.

Section 5. Removal. Any director may be removed from office for cause deemed sufficient by the Board of Directors upon the affirmative vote of a majority of the full number of directors then serving in office.

Section 6. Resignations. Any director may resign at any time by giving written notice to the Board of Directors directed to the Chairman. The resignation shall take effect at the time specified in the notice, and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.

Section 7. Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held each year. Regular meetings of the Board of Directors shall be held at least quarterly on such dates and at such times as the Chairman shall determine. The place of the meeting shall be determined by the Chairman.

Section 8. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman or any three (3) directors.

Section 9. Notice. Notice of any regular or special meeting shall be given at least seven (7) days prior thereto by written notice delivered personally, mailed, or emailed to each director at each director's address, or by facsimile.

Section 10. Quorum. Those directors present at the meeting shall constitute a quorum.

Section 11. Manner of Acting. An act or decision done or made by the majority of the directors present at a meeting duly held shall be the act of the Board of Directors unless a greater number is required by law or by the Charter or the Bylaws.

Section 12. Action Without a Meeting. Except as otherwise provided, any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent or consents, in writing and setting forth the action to be taken, shall be signed before or after such action by all of the directors. Such written consent or consents shall be filed with the minutes or the proceedings of the Board of Directors.

Section 13. Prohibition of Compensation. Appointed directors may not be paid compensation for performance of their duties as directors.

Section 14. Executive Committee of the Board. The Executive Committee of the Board of Directors shall consist of the Chairman of the Board of Directors, the officers of the corporation and such other persons as the Board of Directors may designate from among its members by majority vote. The Executive Committee of the Board of Directors may exercise all of the authority of the Board of Directors, provided that no such committee shall have the authority of the Board of Directors in reference to amending the Charter of these Bylaws, recommending the sale, lease, exchange, or other disposition of all or substantially all of the assets of the Corporation or recommending a merger or voluntary dissolution of the Corporation. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed by law.

Section 15. Standing Committees. The Chairman of the Board of Directors may designate two (2) or more directors and such other persons as he or she may choose to form one (1) or more committees as approved by the board. Such additional committee(s) may include but shall not be limited to the following: Allocations, Finance, Nominating, Program, and Public Relations. Each additional committee shall be chaired by a director of the Corporation and shall include at least two (2) directors.

Section 16: The chairman of the board of directors may appoint persons to form ad hoc committees as needed, upon recommendation of the nominating committee.

Section 17. Chairman of Board of Directors. The Chairman of the Board of Directors shall be elected by the Board of Directors and shall preside at all meetings of the Board of Directors.

Section 18. Rules of Procedure. The regular and special meetings of the Board of Directors shall be governed by and conducted in accordance with Robert's Rules of Order.

ARTICLE IVOFFICERS AND EXECUTIVE OFFICERS

Section 1. Number. The officers of the Corporation shall be elected from the Board of Directors and shall be a Chairman, a Chairman-Elect, a Secretary, and a Treasurer.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected every two (2) years by the Board of Directors at the Annual Meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is practicable. Each officer shall serve until his or her successor shall take office or until such officer's death, resignation, or removal in the manner hereinafter provided. In the event of an officer's death, resignation or removal from office, the unexpired term shall be filled at the next regular meeting or a special called meeting.

Section 3. Executive officers/ Agents. The Board of Directors may elect or appoint agents as it shall deem necessary, each of whom shall hold office for such period and shall exercise such powers and perform such duties as are provided in these Bylaws or as the Board of Directors from time to time may determine. The Board of Directors may delegate to any officer the power to appoint any sets of subordinate officers and agents and to prescribe their respective powers, duties, and/or salaries.

Section 4. Removal. Any executive officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation shall be served thereby, but such removal shall be without prejudice to the person so removed.

Section 5. Resignations. Any executive officer or agent may resign at any time by giving written notice to the Board of Directors or to the Chairman or Secretary. The resignation shall take effect at the time specified in the notice, and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled in the manner prescribed in these Bylaws for appointment to the office. Such vacancy shall be filled for the unexpired portion of the term.

Section 7. Chairman. The Chairman of the Board of Directors shall be the principal executive officer of the Corporation, shall preside at all meetings of the Board of Directors, and, subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business, affairs, and property of the Corporation, and control over its officers, agents, and employees. The Chairman shall execute, on behalf of the Corporation, and deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The Chairman shall do and perform all duties incident to the office of Chairman and such other duties as may be assigned to the Chairman by these Bylaws or by the Board of Directors.

Section 8. Chairman-Elect. In the absence of the Chairman or in the event of the Chairman's death or inability or refusal to act, the Chairman-Elect (or in the event there is more than one (1) Chairman-Elect, the Chairman-Elect in the order designated at the time of their election, or in the absence of any designations, then in the order of their election) shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. A Chairman-Elect shall perform such other duties as from time to time may be assigned to such Chairman-Elect by the Chairman or by the Board of Directors.

Section 9. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws, and in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 10. Secretary. The secretary shall keep the minutes of the proceedings of the Board of Directors in one (1) or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records, keep a record of the address of each director furnished by such director, be responsible for correspondence, and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors.

Section 11. Executive Director. The Board of Directors may appoint an Executive Director pursuant to such arrangements, contractual or otherwise, as the Board of Directors deems appropriate. If appointed, the Executive Director shall have the principal operating responsibility for the Corporation and shall, subject to the supervision of the Board of Directors and the Chairman, direct the staff and operate the business and affairs of the Corporation.

ARTICLE VPRINCIPAL OFFICE

Section 1. Principal Office. The Board of Directors shall establish a principal office of the Corporation as designated in the Charter. The Corporation may have such other offices or places of business as the Board of Directors may from time to time establish or the business of the Corporation may require. The Board of Directors may change the principal office of the Corporation from time to time.

Section 2. Registered Office and Registered Agent. The Board of Directors shall establish a registered office and registered agent for the Corporation in the State of Georgia as designated in the Charter. The registered agent shall have a business address identical to the address of the registered office. The registered office of the Corporation need not be identical with the principal office and shall be located in Spalding County, Georgia. The registered office and registered agent may be changed from time to time by the Board of Directors of the Corporation in compliance with provisions of applicable law.

ARTICLE VICONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, or other Similar Orders. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness $1,000 or less requires the signature of one (1) officer of the board of directors. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness over $1,000 issued in the name of the Corporation shall be signed by the secretary/treasurer and any other officer of the board of directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 5. Funds from Government Agencies. Any moneys placed in the Corporation by the city or county governments or the Griffin-Spalding County School System shall be returned to the respective agencies if the Corporation shall cease to exist. This will include any remaining principal from the agency as well as any unspent or uncommitted interest.

ARTICLE VIILIABILITY AND INDEMNIFICATION

Section 1. Liability of Officers and Directors. No person shall be liable to the Corporation for any loss of damage suffered by it on account of any action taken or omitted to be taken by him or her as a director or officer of the Corporation in good faith, if such person exercised or used the same degree of care and skill as a prudent person or persons would have exercised or used in the circumstances in the conduct of their own affairs.

Section 2. Indemnification Authority - Third Party Suits. The Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as a corporation exempt under Section 501 (c) (3) of the Internal Revenue Code is not affected thereby, have the power to indemnify persons against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement arising from any threatened, pending or completed action, suit or proceeding, as provided by the Georgia Nonprofit Corporation Act. The Board of Directors may authorize the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such.

Section 3. No Indemnification. The Corporation may not indemnify a director (a) in connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation or, (b) in connection with any other proceeding in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.

Indemnification in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.

ARTICLE VIIIGENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall end on June 30.

Section 2. Corporate Seal. The Corporation shall have a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, that state of incorporation and the year of incorporation.

Section 3. Waiver of Notice. Whenever any notice is required to be given to any person under the provisions of these Bylaws or under the provisions of the Charter or under the provisions of applicable law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a person at a meeting shall constitute a waiver of notice of such transactions of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, not the purpose of, any regular or special meeting of the Board of Directors need be specified in any written waiver of such meeting.

ARTICLE IXAMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of the full number of the directors then serving in office at any meeting of the Board of Directors, provided that the text of any such proposed amendment shall have been forwarded to each director with the required notice of meeting at which such proposed amendment may be submitted for vote. The provision for notice to directors of any proposed amendment may not be waived.

ARTICLE XCONFLICT-OF-INTEREST POLICY

Section 1. Purpose. The purpose of the conflict-of-interest policy is to protect the Corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.

Section 2. Definitions.

(a) Interested Person. Any director, principal officer, or member of a committee with board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. If a person is an interested person with respect to any entity in the system of which the Corporation is a part, he or she is an interested person with respect to all entities in the system.

(b) Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment or family (i) an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, or (ii) a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or (iii) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration, as well as gifts or favors that are substantial in nature.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists.

Section 3. Procedures.

(a) Duty to Disclose. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement.

(b) Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

(c) Procedures for Addressing the Conflict of Interest. (i) An interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. (ii) The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (iii) After exercising due diligence, the board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

(c) Violations of the Conflict-of-Interest Policy. (i) If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (ii) If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.